Board of Directors

Basic information of Current Board and Directors

Roles and Responsibilities of the Board of Directors

As well as the Company’s Board of Directors performs important business execution, the Board performs supervision of business execution mainly through the actions of the independent Outside Directors for the purpose of realizing the sustainable growth of the Company and improving corporate value in the medium and long term based on the responsibilities and accountability entrusted to it by the shareholders.

Composition and Qualification Standards

The number of Directors of the Company is limited to a maximum of 9 Directors, and the Company shall include the majority of independent Outside Directors among all members.

To ensure the Board of Directors fulfills their roles and responsibilities, the respective Directors should be suitable individuals who can realize the Company’s management philosophy and execute business strategies, and they are required to be well versed in the Company’s business, and to possess abundant experience and knowledge.

To ensure appropriate corporate governance, the Company has independently established the qualification standards and independence requirements of independent Outside Directors in the “Selection Criteria for Independent Outside Directors” and candidates are nominated accordingly.

The Company ensures fairness and transparency in decisions on Director candidates by respecting the opinions of the Nomination and Compensation Committee.

Ensuring Effectiveness of the Board of Directors

The Company ensures the individual Directors fulfill their roles and responsibilities by, for example, taking the following measures:

• Deciding on an annual schedule for Board of Directors meetings at an early juncture and giving notice to Directors.
• Distributing reference materials for Board of Directors meetings beforehand.
• Explaining the details of important matters to Outside Directors beforehand.
• The Executive side reviews and discusses responses to the Directors’ comments, and provides feedback titled “Review on the Board of Directors” at the following Board of Directors meeting.

Evaluating Effectiveness of the Board of Directors

At a decided point in time every year, the Board of Directors requires each Director and Audit & Supervisory Board member to complete questionnaires (for self-evaluation) among other requirements. This information is analyzed to evaluate the effectiveness of the Board of Directors, and a summary of these results is disclosed.

(Latest Result of Self-Assessment on Board Effectiveness)

To further improve the effectiveness and functioning of the Board of Directors, ASICS provides directors with surveys (self-evaluations) to analyze and evaluate the effectiveness of the Board of Directors. Survey results are reported to the Board of Directors for in-depth discussion as points for improvement in the upcoming fiscal year, forming a PDCA cycle.

2024 Initiatives Identified based on 2023 Evaluation Results

To further improve the effectiveness and functioning of the Board of Directors

• Monitoring of Mid- Term Plan 2026
• Enhancement of progress reports on major issues for discussion
• Continued enhancement of exchange of opinions among Outside Directors, Executive Officers, and next generation leaders

Evaluated Items and Results of 2024 (Evaluation by Third-party)

2025 Issues (2025 Initiatives)

Further improve the effectiveness and functioning of the Board of Directors

• Monitoring on Mid-term Plan 2026, deliberations for developing future management plans
• Enhancement of deliberation and progress report on major issues for discussion
• Continued enhancement of exchange of opinions among Outside Directors, Executive Officers, and next generation leaders